A field program to measure acoustic propagation characteristics and physical oceanography was undertaken in April and May 2001 in the northern South China Sea. Fluctuating ocean properties were measured with 21 moorings in water of 350- to 71-m depth near the continental slope. The sea floor at the site is gradually sloped at depths less than 90 m, but the deeper area is steppy, having gradual slopes over large areas that are near critical for diurnal internal waves and steep steps between those areas that account for much of the depth change. Large-amplitude nonlinear internal gravity waves incident on the site from the east were observed to change amplitude, horizontal length scale, and energy when shoaling. Beginning as relatively narrow solitary waves of depression, these waves continued onto the shelf much broadened in horizontal scale, where they were trailed by numerous waves of elevation (alternatively described as oscillations) that first appeared in the continental slope region. Internal gravity waves of both diurnal and semidiurnal tidal frequencies (internal tides) were also observed to propagate into shallow water from deeper water, with the diurnal waves dominating. The internal tides were at times sufficiently nonlinear to break down into bores and groups of high-frequency nonlinear internal waves.